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EXHIBIT 10.131
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
STANDARD SUBLEASE
(SHORT-FORM TO BE USED WITH POST 1995 AIR LEASES)
1. PARTIES. This sublease, dated, for reference purposes only. December 14,
1998, is made by and between Wilshire Technologies, Inc., A California
Corporation ("SUBLESSOR") and Intecon Systems, Inc., A California Corporation
("SUBLESSEE").
2. PREMISES. Sublessor hereby subleases to Sublessee and Sublessee hereby
subleases from Sublessor for the term, at the rental, and upon all of the
conditions set forth herein, that certain real property, including all
improvements therein, and commonly known by the street address of 0000 Xxxxxx
Xxxxx, Xxxxxxxx, XX 00000 located in the County of San Diego , State of
California and generally described as (describe briefly the nature of the
property) approximately an 800 square foot warehouse portion of a larger
building. (See Exhibit A attached) ("PREMISES").
3. TERM.
3.1. TERM. The term of this Sublease shall be for six (6) months commencing
on February 1, 1999 , and ending on July 31, 1999 , unless sooner
terminated pursuant to any provision hereof.
3.2. DELAY IN COMMENCEMENT. Sublessor agrees to use its best commercially
reasonable efforts to deliver possession of the Premises by the
commencement date. If, despite said efforts, Sublessor is unable to
deliver possession as agreed, the rights and obligations of Sublessor
and Sublessee shall be as set forth in Paragraph 3.2 of the Master
Lease (as modified by Paragraph 7.3 of this Sublease).
4. RENT.
4.1. BASE RENT. Sublessee shall pay to Sublessor as Base Rent for the
Premises equal monthly payments of $432.00 in advance, on the first
(1st) day of each month of the term hereof. Sublessee shall pay
Sublessor upon the execution hereof $432.00 as Base Rent for February,
1999 (February, 1999 to July 31, 1999 = $432.00 per month modified
gross). Base Rent for any period during the term hereof which is for
less than one month shall be a pro rata portion of the monthly
installment.
4.2. RENT DEFINED. All monetary obligations of Sublessee to Sublessor under
the terms of this Sublease (except for the Security Deposit) are
deemed to be rent ("RENT"). Rent shall be payable in lawful money of
the United States to Sublessor at the address stated herein or to such
other persons or at such other places as Sublessor may designate in
writing.
5. SECURITY DEPOSIT. Sublessee shall deposit with Sublessor upon execution
hereof $432.00 as security for Sublessee's faithful performance of Sublessee's
obligations hereunder. The rights and obligations of Sublessor and Sublessee as
to said Security Deposit shall be as set forth in Paragraph 5 of the Master
Lease (as modified by Paragraph 7.3 of this Sublease).
6. USE.
6.1. AGREED USE. The Premises shall be used and occupied only for office,
assembly, distribution and related uses for a research company and for
no other purpose.
6.2. COMPLIANCE. Sublessee acknowledges it is accepting the Premises in its
"as is" condition, has inspected the Premises and satisfied itself as
to the condition and compliance with all applicable
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statutes, laws, regulations, covenants, conditions, and restrictions
of record. Note: Sublessee is responsible for determining whether or
not the zoning is appropriate for its intended use, and acknowledges
that past uses of the Premises may no longer be allowed.
6.3. ACCEPTANCE OF PREMISES AND LESSEE. Sublessee acknowledges that:
(a) it has been advised by Sublessor to satisfy itself with respect
to the condition of the Premises (including but not limited to the electrical,
HVAC and fire sprinkler systems, security, environmental aspects, and compliance
with Applicable Requirements), and their suitability for Sublessee's intended
use.
(b) Sublessee has made such investigation as it deems necessary with
reference to such matters and assumes all responsibility therefor as the same
relate to its occupancy of the Premises, and
(c) neither Sublessor, Sublessor's agents, nor any Broker has made
any oral or written representations or warranties with respect to said matters
other than as set forth in this Sublease.
In addition, Sublessor acknowledges that:
(a) Broker has made no representations, promises or warranties
concerning Sublessee's ability to honor the Sublease or suitability to occupy
the Premises, and
(b) it is Sublessor's sole responsibility to investigate the
financial capability and/or suitability of all proposed tenants.
7. MASTER LEASE
7.1. Sublessor is the lessee of the Premises by virtue of a lease,
hereinafter the "MASTER LEASE", a copy of which is attached hereto
marked Exhibit B, wherein Xxxxx Xxxxxxxx and Xxxxxx Xxxxxx is the
lessor, hereinafter the "MASTER LESSOR"
7.2. This Sublease is and shall be at all times subject and subordinate to
the Master Lease.
7.3. The terms, conditions and respective obligations of Sublessor and
Sublessee to each other under this Sublease shall be the terms and
conditions of the Master Lease except for those provisions of the
Master Lease which are directly contradicted by this Sublease in which
event the terms of this Sublease document shall control over the
Master Lease. Therefore, for the purposes of this Sublease, wherever
in the Master Lease the work "Lessor" is used it shall be deemed to
mean the Sublessor herein and wherever in the Master Lease the word
"Lessee" is used it shall be deemed to mean the Sublessee herein.
7.4. During the term of this Sublease and for all periods subsequent for
obligations which have arisen prior to the termination of this
Sublease, Sublessee does hereby expressly assume and agree to perform
and comply with, for the benefit of Sublessor and Master Lessor, each
and every applicable obligation of Sublessor under the Master Lease.
7.5. The obligations that Sublessee has assumed under paragraph 7.4 hereof
are hereinafter referred to as the "SUBLESSEE'S ASSUMED OBLIGATIONS".
The obligations that Sublessee has not assumed under paragraph 7.4
hereof are hereinafter referred to as the "SUBLESSOR'S REMAINING
OBLIGATIONS".
7.6. Sublessee shall hold Sublessor free and harmless from all liability,
judgments, costs, damages, claims or demands, including reasonable
attorneys fees, arising out of Sublessee's failure to comply with or
perform Sublessee's Assumed Obligations.
7.7. Sublessor agrees to maintain the Master Lease during the entire term
of this Sublease, subject, however, to any earlier termination of the
Master Lease without the fault of the Sublessor, and to comply with or
perform Sublessor's Remaining Obligations and to hold Sublessee free
and
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harmless from all liability, judgments, costs, damages, claims or
demands arising out of Sublessor's failure to comply with or perform
Sublessor's Remaining Obligations.
7.8. Sublessor represents to Sublessee that the Master Lease is in full
force and effect and that no default exists on the part of any Party
to the Master Lease.
8. ASSIGNMENT OF SUBLEASE AND DEFAULT.
8.1. Sublessor hereby assigns and transfers to Master Lessor the
Sublessor's interest in this Sublease, subject however to the
provisions of Paragraph 8.2 hereof.
8.2. Master Lessor, by executing this document, agrees that until a Default
shall occur in the performance of Sublessor's Obligations under the
Master Lease, that Sublessor may receive, collect and enjoy the Rent
accruing under this Sublease. However, if Sublessor shall Default in
the performance of its obligations to Master Lessor then Master Lessor
may, at its option, receive and collect, directly from Sublessee, all
Rent owing and to be owed under this Sublease. Master Lessor shall
not, by reason of this assignment of the Sublease nor by reason of the
collection of the Rent from the Sublessee, be deemed liable to
Sublessee for any failure of the Sublessor to perform and comply with
Sublessor's Remaining Obligations.
8.3. Sublessor hereby irrevocably authorizes and directs Sublessee upon
receipt of any written notice from the Master Lessor stating that a
Default exists in the performance of Sublessor's obligations under the
Master Lease, to pay to Master Lessor the Rent due and to become due
under the Sublease, provided Sublessor has received 10 days prior
written notice of such Default during which time Sublessor may cure
the Default. Sublessor agrees that, except as provided above,
Sublessee shall have the right to rely upon any such statement and
request from Master Lessor, and that Sublessee shall pay such Rent to
Master Lessor without any obligation or right to inquire as to whether
such Default exists and notwithstanding any notice from or claim from
Sublessor to the contrary and Sublessor shall have no right or claim
against Sublessee for any such Rent so paid by Sublessee.
8.4. No changes or modifications shall be made to this Sublease without the
consent of Master Lessor.
9. CONSENT OF MASTER LESSOR.
9.1. In the event that the Master Lease requires that Sublessor obtain the
consent of Master Lessor to any subletting by Sublessor, then, this
Sublease shall not be effective unless, within ten days of the date
hereof, Master Lessor signs this Sublease thereby giving its consent
to this Subletting.
9.2. In the event that the obligations of the Sublessor under the Master
Lease have been guaranteed by third parties then neither this
Sublease, nor the Master Lessor's consent, shall be effective unless,
within 10 days of the date hereof, said guarantors sign this Sublease
thereby giving their consent to this Sublease.
9.3. In the event that Master Lessor does give such consent then:
(a) Such consent shall not release Sublessor of its obligations or
alter the primary liability of Sublessor to pay the Rent and perform
and comply with all of the obligations of Sublessor to be performed
under the Master Lease.
(b) The acceptance of Rent by Master Lessor from Sublessee or anyone
else liable under the Master Lease shall not be deemed a waiver by
Master Lessor of any provisions of the Master Lease.
(c) The consent to this Sublease shall not constitute a consent to
any subsequent subletting or assignment.
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(d) In the event of any Default of Sublessor under the Master Lease,
Master Lessor may proceed directly against Sublessor, any guarantors
or anyone else liable under the Master Lease or this Sublease without
first exhausting Master Lessor's remedies against any other person or
entity liable thereon to Master Lessor.
(e) Master Lessor may consent to subsequent sublettings and
assignments of the Master Lease or this Sublease or any amendments or
modifications thereto without notifying Sublessor or any one else
liable under the Master Lease and without obtaining their consent and
such action shall not relieve such persons from liability.
(f) In the event that Sublessor shall Default in its obligations
under the Master Lease, then, after 10 days written notice to
Sublessor during which it may cure such Default, Master Lessor, at its
option and without being obligated to do so, may require Sublessee to
attorn to Master Lessor in which event Master Lessor shall undertake
the obligations of Sublessor under this Sublease from the time of the
exercise of said option to termination of this Sublease but Master
Lessor shall not be liable for any prepaid Rent not any Security
Deposit paid by Sublessee, nor shall Master Lessor be liable for any
other Defaults of the Sublessor under the Sublease.
9.4 The signatures of the Master Lessor and any Guarantors of Sublessor at
the end of this document shall constitute their consent to the terms
of this Sublease.
9.5 Master Lessor acknowledges that, to the best of Master Lessor's
knowledge, no Default presently exists under the Master Lease of
obligations to be performed by Sublessor and that the Master Lease is
in full force and effect.
9.6 In the event that Sublessor Defaults under its obligations to be
performed under the Master Lease by Sublessor, Master Lessor agrees to
deliver to Sublessee a copy of any such notice of default. Sublessee
shall have the right to cure any Default of Sublessor described in any
notice of default within ten days after service of such notice of
default on Sublessee. If such Default is cured by Sublessee then
Sublessee shall have the right of reimbursement and offset from and
against Sublessor.
10. ATTORNEY'S FEES. If any party named herein brings an action to enforce the
terms hereof or to declare rights hereunder, the prevailing party in any
such action, on trial and appeal, shall be entitled to his reasonable
attorney's fees to be paid by the losing party as fixed by the Court.
11. ADDITIONAL PROVISIONS. [If there are no additional provisions, draw a line
from this point to the next printed word after the space left here. If
there are additional provisions place the same here.]
See Addendum -- Attached
Exhibit A "Floor Plan" -- Attached
Exhibit B -- Master Lease
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ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
SUBLEASE
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF
THE PREMISES, SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE
POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE
STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND
THE SUITABILITY OF THE PREMISES FOR SUBLESSEE'S INTENDED USE.
WARNING: IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,
CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE REVISED TO COMPLY WITH THE
LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
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Executed at: Wilshire Technologies, Inc.
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on: By: Xxxx Xxx Xxxxxx, President & CEO
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Address: By: /s/Xxxx Xxx Xxxxxx
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"Sublessor" (Corporate Seal)
Executed at: Intecon Systems, Inc.
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on: By: Xxxxx Xxxx, President
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Address: By: /s/Xxxxx Xxxx
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"Sublessee" (Corporate Seal)
Executed at: Xxxxx Xxxxxxxx and Xxxxxx Xxxxxx
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on: By: /s/Xxxxx Xxxxxxxx
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Address: By: /s/Xxxxxx Xxxxxx
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"Master Lessor" (Corporate Seal)
NOTE: THESE FORMS ARE OFTEN MODIFIED TO MEET CHANGING REQUIREMENTS OF LAW AND
NEEDS OF THE INDUSTRY. ALWAYS WRITE OR CALL TO MAKE SURE YOU ARE UTILIZING THE
MOST CURRENT FORM: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 000 XX. XXXXXX
XX., XXXXX 000, XXX XXXXXXX, XX 00000. (000) 000-0000.
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ADDENDUM TO SUBLEASE DATED DECEMBER 14, 1998 BY AND BETWEEN WILSHIRE
TECHNOLOGIES, INC., A CALIFORNIA CORPORATION, AS SUBLESSOR AND
INTECON SYSTEMS INC., A CALIFORNIA CORPORATION, AS SUBLESSEE FOR THE
PROPERTY AT 0000 XXXXXX XXXXX, XXXXXXXX, XXXXXXXXXX
This addendum modifies the Sublease in the following particulars only. Should
the terms and conditions of this addendum conflict with the terms and conditions
of the Sublease, the terms and conditions of this addendum shall prevail.
12.1 TENANT IMPROVEMENTS: Sublessor, at Sublessor's sole cost and expense,
shall install a chain-link fence, 8 feet in height, demising the premises
to include a sliding gate next to the outside door, 6 feet in width.
Sublessee shall install a modular cleanroom at Sublessee's expense, subject
to the written consent of Sublessor and Master Lessor of plans,
specifications, method of payment and manner of installation. Sublessee
acknowledges and agrees that any and all of Sublessee's improvements or
alterations of the premises be removed, repaired and restored to its
original condition by Sublessee by the last day of the Sublease term.
12.2 OPTION TO RENEW: Provided Sublessee is not then in Default and has no
more than one cured Default during the previous term, Sublessee shall have
two (2) Options to Renew the Sublease each for a period of six (6) months.
Sublessee shall exercise its Option(s) by giving Sublessor written notice
at least three (3) months prior to the ending date of the existing lease
term. The Rent shall be as follows:
August 1, 1999 to January 31, 2000 = $432.00 per month
modified gross.
February 1, 2000 to July 31, 2000 = $432.00 per month
modified gross.
12.3 PARKING: Sublessee shall have use of 2 unassigned parking spaces in
the parking area.
12.4 DOCK HIGH ACCESSIBILITY: Sublessee shall have access to the dock-high
loading door during normal business hours of Sublessor.
12.5 TRASH, WATER AND ELECTRICAL: Sublessee shall reimburse Sublessor
($100.00) per month for trash, water and electrical usage. These charges
will be reviewed on a quarterly basis and can be adjusted by Sublessor
based upon cost and usage.
12.6 RIGHTS AND REMEDIES: All rights and remedies available to the Master
Lessor pursuant to the terms of the Master Lease or by law as to the
Sublessor, shall be available to Sublessor as to the Sublessee.
CONSULT YOUR ATTORNEY/ADVISORS - THIS DOCUMENT HAS BEEN PREPARED FOR APPROVAL BY
YOUR ATTORNEY. NO REPRESENTATION OR RECOMMENDATION IS MADE BY SUBLESSOR AS TO
THE LEGAL EFFECT OR TAX CONSEQUENCES OF THIS DOCUMENT OR TO THE TRANSACTION TO
WHICH IT RELATES. THESE ARE QUESTIONS FOR YOUR ATTORNEY.
AGREED AND ACCEPTED:
SUBLESSOR SUBLESSEE
Wilshire Technologies, Inc. Intecon Systems, Inc.
A California Corporation Corporation A California Corporation
By: /s/Xxxx Xxx Xxxxxx By: /s/Xxxxx Xxxx
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Xxxx Xxx Xxxxxx --President & CEO Xxxxx Xxxx, President
Date: 12/18/98 Date: 1/4/99
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MASTER LESSOR
Xxxxx Xxxxxxxx and Xxxxxx Xxxxxx
By: /s/Xxxxx Xxxxxxxx By: /s/Xxxxxx Xxxxxx
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Xxxxx Xxxxxxxx Xxxxxx Xxxxxx
Date: Date:
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